SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) August 22, 2000
JAWS Technologies, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 7371 98-0167013
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
12 Concorde Gate, Suite 900. Toronto, Ontario, Canada M3C 3N6
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (416) 444-9273
----------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
NY/301202.1
Item 2. Acquisition or Disposition of Assets.
On August 22, 2000, JAWS Technologies, Inc., a Delaware Corporation
("JAWS"), entered into a Share Purchase Agreement (the Betach Agreement") with
Jaws Acquisition Canada Corp., an Alberta, Canada, corporation and a
wholly-owned subsidiary of JAWS ("JACC"), and each of the other parties
signatory thereto, pursuant to which JACC issued 1,120,000 JACC exchangeable
shares (the "Exchangeable Shares") to the shareholders of both Betach Systems
Inc.("BSI) and the shareholders of Betach Advanced Solutions Inc. ("BASI"), in
exchange for 100% of the outstanding shares of BSI and BASI. This transaction
closed on September 7, 2000. Each Exchangeable Share is exchangeable into one
share of common stock of JAWS pursuant to the terms set forth in the relevant
transaction documents.
Of the 1,120,000 Exchangeable Shares issued to the BSI and BASI shareholders,
holders of 375,335 Exchangeable Shares have certain registration rights set
forth in the Betach Agreement. Within 90 days of the closing, JAWS has agreed to
include 373,335 shares of JAWS common stock in a registration statement to be
filed with the Securities and Exchange Commission to register the resale of such
shares of JAWS common stock in accordance with the Securities Act of 1933, as
amended. Upon effectiveness of such registration statement, holders of the
Exchangeable Shares can exchange such shares for shares of JAWS common stock,
and may, subject to certain limitations, effect the resale thereof.
Of the 1,120,000 Exchangeable Shares issued to the BSI and BASI shareholders,
JAWS has placed 369,600 Exchangeable Shares in escrow (the "Escrowed Shares"),
to be released on the first (1st) anniversary of the closing date subject to
certain earn-out provisions. The earn-out provisions require certain revenue
targets be achieved for the Escrowed Shares to be released.
Founded in 1998, both BSI and BASI focus their business on medium to large-sized
organizations that have a desire to utilize Internet tools to solve their
business problems in a secure manner. The success of the Internet has had a
positive effect on the creation of specialized development tools, network
infrastructure, and security products and services. By automating existing
business processes using Internet technologies, organizations can eliminate
redundancies, increase productivity and lower the cost of doing business, making
the Internet the new critical channel and tool to maintain the competitive edge
in business. In addition, BSI and BASI have established a strategic alliance in
the wireless security market with Nokia as the first Nokia WAP Development
Partner in Western North America.
NY/301202.1
ITEM 7. Financial Statements and Exhibits.
(a). and (b). The financial statements and pro forma financial
information, required as part of this Current Report on Form 8-K will be filed
not later than 60 days from September 18, 2000, as an amendment to this report.
(c) Exhibits
2.1 Share Purchase Agreement, dated August 22, 2000, among JAWS
Technologies, Inc., JAWS Acquisition Canada Corp., the
shareholders of Betach Systems Inc., and the shareholders of
Betach Advanced Solutions Inc.
2.2 Support Agreement, dated August 1, 2000 between JAWS Technologies,
Inc. and JAWS Acquisition Canada Corp.*
2.3 Voting and Exchange Trust Agreement, dated August 1, 2000, between
JAWS Technologies, Inc., JAWS Acquisition Canada Corp. and
Montreal Trust Company of Canada.*
4.1 Form of Warrant Certificate made by JAWS Technologies, Inc. in
favor of the shareholders of Betach Systems Inc. and the
shareholders of Betach Advanced Solutions Inc.
4.2 List of warrantholders with respect to whom JAWS issued warrants
pursuant to the Form of Warrant Certificate set forth in Exhibit
4.1: Randy Walinga, Stephanie Muzyka, Lawrence Gordey and Soon
Chong.
23.1 Consent of Ernest & Young LLP (BSI and BASI)*
- ----------------------
* Incorporated by reference to JAWS' current report on Form 8-K, filed with the
Securities and Exchange Commission on September 11, 2000.
** To be filed by amendment.
NY/301202.1
SIGNATURES
Pursuant to the requirements set forth in the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: September 18, 2000 JAWS TECHNOLOGIES, INC.
By: /s/ Riaz Mamdani
-------------------------------
Name: Riaz Mamdani
Title: Chief Financial Officer
NY/301202.1
EXHIBIT INDEX
2.1 Share Purchase Agreement, dated August 22, 2000, among JAWS
Technologies, Inc., JAWS Acquisition Canada Corp., the
shareholders of Betach Systems Inc., and the shareholders of
Betach Advanced Solutions Inc.
2.2 Support Agreement, dated August 1, 2000 between JAWS Technologies,
Inc. and JAWS Acquisition Canada Corp.*
2.3 Voting and Exchange Trust Agreement, dated August 1, 2000, between
JAWS Technologies, Inc., JAWS Acquisition Canada Corp. and
Montreal Trust Company of Canada.*
4.1 Form of Warrant Certificate made by JAWS Technologies, Inc. in
favor of the shareholders of Betach Systems Inc. and the
shareholders of Betach Advanced Solutions Inc.
4.2 List of warrantholders with respect to whom JAWS issued warrants
pursuant to the Form of Warrant Certificate set forth in Exhibit
4.1: Randy Walinga, Stephanie Muzyka, Lawrence Gordey and Soon
Chong.
23.1 Consent of Ernest & Young LLP (BSI and BASI)**
- --------
* Incorporated by reference to JAWS' current report on Form 8-K, filed with the
Securities and Exchange Commission on September 11, 2000.
** To be filed by amendment.
NY/301202.1